<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
CV THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1. Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5. Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
6. Amount Previously Paid:
-----------------------------------------------------------------------
7. Form, Schedule or Registration Statement No.:
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8. Filing Party:
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9. Date Filed:
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<PAGE>
CV THERAPEUTICS, INC.
3172 PORTER DRIVE
PALO ALTO, CA 94304
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 1999
------------------------
TO THE STOCKHOLDERS OF CV THERAPEUTICS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CV
Therapeutics, Inc., a Delaware corporation (the "Company"), will be held on
Tuesday, May 11, 1999 at 9:00 a.m. local time at 3172 Porter Drive, Palo Alto,
California 94304 for the following purpose:
1. To elect three directors to hold office until the 2002 Annual
Meeting of Stockholders.
2. To ratify the selection of Ernst & Young LLP as independent auditors
of the Company for its fiscal year ending December 31, 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 12, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors
[LOGO]
Alan C. Mendelson
Secretary
Palo Alto, California
March 30, 1999
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
CV THERAPEUTICS, INC.
3172 PORTER DRIVE
PALO ALTO, CA 94304
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1999
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of CV
Therapeutics, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on Tuesday, May 11, 1999, at 9:00 a.m.
local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Company's offices, 3172
Porter Drive, Palo Alto, California 94304. The Company intends to mail this
proxy statement and accompanying proxy card on or about March 30, 1999, to all
stockholders entitled to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned by
others to forward to such beneficial owners. The Company may reimburse persons
representing beneficial owners of Common Stock for their costs of forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram or personal
solicitation by directors, officers or other regular employees of the Company.
No additional compensation will be paid to directors, officers or other regular
employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on March 12,
1999 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on March 12, 1999, the Company had outstanding and entitled to
vote 11,246,044 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 3172
Porter Drive, Palo Alto, California 94304, a written notice of revocation or a
duly
<PAGE>
executed proxy bearing a later date, or it may be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
SHAREHOLDER PROPOSALS
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2000 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of
1934, as amended is December 1, 1999. Pursuant to the Company's By-laws,
stockholders who wish to bring matters or propose nominees for director at the
Company's 2000 annual meeting of stockholders must provide specified information
to the Company between February 1, 2000 and March 12, 2000 (unless such matters
are to be included in the Company's proxy statement pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended).
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Amended and Restated Certificate of Incorporation and By-laws
provide that the Board of Directors shall be divided into three classes, with
each class having a three-year term. Except as otherwise provided by law,
vacancies on the Board shall be filled only by the affirmative vote of a
majority of the directors then in office, even though less than a quorum of the
Board of Directors, and not by the stockholders, unless the Board of Directors
determines by resolution that any such vacancies shall be filled by the
stockholders. A director elected by the Board to fill a vacancy (including a
vacancy created by an increase in the Board of Directors) shall serve for the
remainder of the full term of the class of directors in which the vacancy
occurred and until such director's successor is elected and qualified.
The Board of Directors is presently composed of seven members. There were
three directors in the class whose term of office expires in 1999. Each of the
nominees for election to this class is currently a director of the Company who
was previously elected by the stockholders. If elected at the Annual Meeting,
each of the nominees would serve until the 2002 annual meeting and until his or
her successor is elected and has qualified, or until such director's earlier
death, resignation or removal.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the three nominees named below. In the event that any nominee should
be unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected, and
management has no reason to believe that any nominee will be unable to serve.
Set forth below is biographical information for each person nominated and
each person whose term of office as a director will continue after the Annual
Meeting.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2002 ANNUAL MEETING
DAVID P. HOLVECK has served as a director of the Company since November
1997. Mr. Holveck has served as the Chief Executive Officer of Centocor, Inc., a
biotechnology company, since 1992 and has worked with Centocor, Inc. since 1983.
He has also served as a member of Centocor, Inc.'s board of directors since
1994. Mr. Holveck holds a B.S. in education/science from West Chester
University.
BARBARA J. MCNEIL, M.D., PH.D., has served as a director of the Company
since December 1994. Since 1990, Dr. McNeil has served as the Ridley Watts
Professor of Health Care Policy at Harvard Medical School. In addition, since
July 1988, she has served as the Chair of the Department of Health Care Policy
at Harvard Medical School. Since 1983, she has been a professor of radiology at
both Harvard Medical School and Brigham and Women's Hospital in Boston. Dr.
McNeil holds an M.D. from Harvard Medical School and a Ph.D. in biological
chemistry from Harvard University.
2
<PAGE>
J. LEIGHTON READ, M.D., has served as a director of the Company since
September 1992. Dr. Read founded Aviron, a biopharmaceutical company and has
served as its Chairman and Chief Executive Officer since April 1992. From July
1991 to July 1993, Dr. Read was a principal with Interhealth Limited, an
investment partnership. From January 1989 to July 1991, Dr. Read served as a
managing director of Affymax N.V., a biopharmaceutical company, which he
co-founded in 1989. Dr. Read holds a B.S. in biology and psychology from Rice
University and an M.D. from the University of Texas Health Science Center at San
Antonio.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2000 ANNUAL MEETING
LOUIS G. LANGE, M.D., PH.D., was a founder of the Company and has served as
its Chairman of the Board and Chief Executive Officer since August 1992. Dr.
Lange has served as a trustee on the University of Rochester Board of Trustees
since May 1997, a member of the governing body of BIO's Emerging Company Section
since February 1999 and a member of the Board of Directors of Cardiac Pathways
Corporation since February 1998. From July 1980 to August 1992, Dr. Lange served
on the faculty of Washington University School of Medicine, including as Chief
of Cardiology at Jewish Hospital in St. Louis, Missouri from May 1985 to August
1992, and as a full Professor of Medicine from July 1990 until August 1992. Dr.
Lange is internationally recognized as an expert in the field of molecular
mechanisms of cardiovascular disease. He holds an M.D. from Harvard Medical
School and a Ph.D. in biochemistry from Harvard University.
ISAAC STEIN has served as a director of the Company since March 1995. Since
its inception, Mr. Stein has served as the president of Waverley Associates,
Inc., a private investment firm, which he founded in 1983. In addition, Mr.
Stein currently serves as Chairman of UCSF-Stanford Health Care, which operates
the clinical facilities of Stanford and UCSF. Mr. Stein is also a Trustee of
Stanford University. From February 1993 to February 1994, Mr. Stein served as a
special assistant to the President of Stanford University. From July 1990 to
December 1992, he served as Chairman of Esprit de Corp., an apparel company, and
from March 1991 to February 1992, he served as its acting President and Chief
Executive Officer. Mr. Stein currently serves as a director of ALZA Corporation,
The Benham Group and Raychem Corporation. Mr. Stein holds a B.A. in economics
and mathematics from Colgate University, an M.B.A. from Stanford Business School
and a J.D. from Stanford Law School.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2001 ANNUAL MEETING
THOMAS L. GUTSHALL has served as a director of the Company since December
1994. Since August 1996, Mr. Gutshall has served as the Chief Executive Officer
of Cepheid Corporation, a diagnostics company. From January 1995 to September
1996, he served as President and Chief Operating Officer of the Company. From
June 1989 until December 1994, Mr. Gutshall served as Executive Vice President
at Syntex Corporation, a pharmaceutical and healthcare company. Mr. Gutshall
earned a B.S. in chemical engineering from the University of Delaware and
completed the Executive Marketing Management Program at Harvard Business School.
COSTA G. SEVASTOPOULOS, PH.D., has served as a director of the Company since
October 1992. Since May 1994, Dr. Sevastopoulos has been an independent
consultant and a limited partner of Delphi Ventures I and II, both venture
capital partnerships. From April 1988 to April 1994, he served as a general
partner of Delphi BioVentures, a venture capital partnership, which he
co-founded. Dr. Sevastopoulos currently serves as Chairman of the Board of
Directors of Ixsys, Inc. and Idun Pharmaceuticals, Inc., both privately held
biopharmaceutical companies. He holds a B.S. in physics from the University of
Athens, Greece, an M.S. in electrical engineering from the California Institute
of Technology, an M.B.A. from the
3
<PAGE>
European Institute of Business Administration in Fontainebleau, France, and a
Ph.D. in molecular biology from the University of California at Berkeley.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1998, the Board of Directors held
four (4) meetings. The Board has an Audit Committee and a Compensation
Committee.
The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; recommend to the Board the independent auditors to be retained; and
receive and consider the accountants' comments as to controls, adequacy of staff
and management performance and procedures in connection with audit and financial
controls. The Audit Committee is composed of three (3) non-employee directors:
Messrs. Stein and Gutshall and Dr. McNeil. During the fiscal year ended December
31, 1998, it met two (2) times.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation for employees, awards stock options to employees and
consultants under the Company's stock option plans and otherwise determines
compensation levels and performs such other functions regarding compensation as
the Board may delegate. The Compensation Committee is composed of three (3)
non-employee directors: Mr. Holveck and Drs. Read and Sevastopoulos. During the
fiscal year ended December 31, 1998, it met three (3) times.
During the fiscal year ended December 31, 1998, all directors attended at
least 75% of the aggregate of the meetings of the Board and of the committees on
which they served, held during the period for which they were a director or
committee member, respectively, except for Barbara J. McNeil who attended two of
four meetings. Dr. McNeil suffered from a temporary medical condition that
prevented her attendance at two Board meetings. Dr. McNeil has fully recovered.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999 and has
further directed that management submit the selection of independent auditors
for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP
has audited the Company's financial statements since its inception in 1990.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's By-laws or
otherwise. However, the Board is submitting the selection of Ernst & Young LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the selection, the Audit Committee and the Board
will reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee and the Board in their discretion may direct the
appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Ernst & Young LLP. Abstentions will be
counted toward the tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes. Broker non-votes
are counted towards a quorum, but are not counted for any purpose in determining
whether this matter has been approved.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
4
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 12, 1999 by: (i) each
stockholder who is known by the Company based on publicly available records to
own beneficially more than 5% of the Common Stock; (ii) the Company's Chief
Executive Officer and its four other most highly compensated executive officers
at December 31, 1998 (the "Named Executive Officers"); (iii) each director and
nominee for director; and (iv) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
-----------------------
PERCENT
BENEFICIAL OWNER NUMBER OF TOTAL
- -------------------------------------------------------------------------------------------- ---------- -----------
<S> <C> <C>
Biotech Target S.A. ........................................................................ 1,969,647 17.51%
Swiss Bank Tower
Panama 1
Republic of Panama
Zesiger Capital Group LLC(2) ............................................................... 884,800 7.87%
320 Park Avenue
New York, NY 10022
FMR Corp. .................................................................................. 800,000 7.11%
82 Devonshire Street
Boston, MA 02109
Entity affiliated with Biogen, Inc. ........................................................ 669,857 5.96%
St. Paul's Gate
New Street
St. Helier Jersey JE48Z
Channel Islands
Louis G. Lange, M.D., Ph.D.(3).............................................................. 317,943 2.83%
Andrew A. Wolff, M.D.(4).................................................................... 60,160 *
Thomas L. Gutshall(5)....................................................................... 64,553 *
Isaac Stein(6).............................................................................. 50,073 *
Costa G. Sevastopoulos, Ph.D.(7)............................................................ 34,373 *
J. Leighton Read, M.D.(8)................................................................... 33,221 *
Barbara J. McNeil, M.D., Ph.D.(9)........................................................... 28,499 *
David P. Holveck(10)........................................................................ 20,000 *
Richard M. Lawn(11)......................................................................... 51,953 *
Daniel K. Spiegelman(12).................................................................... 25,616 *
Cynthia L. Clark(13)........................................................................ 13,300 *
All directors and executive officers as a group (12 persons)(14)............................ 723,645 6.43%
</TABLE>
- ------------------------
* Represents beneficial ownership of less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Beneficial ownership also
includes shares of stock subject to options and warrants currently
exercisable or convertible, or exercisable or convertible within 60 days of
the date of this table. Except as indicated by footnote, and subject to
community property laws where applicable, to the knowledge of the
5
<PAGE>
Company, all persons named in the table above have sole voting and
investment power with respect to all shares of Common Stock, shown as
beneficially owned by them. Percentage of beneficial ownership is based on
11,246,044 shares of Common Stock outstanding as of March 12, 1999,
adjusted as required by rules promulgated by the SEC.
(2) Zesiger Capital Group LLC has dispositive power pursuant to authority
granted by its investment clients. Zesiger Capital Group LLC disclaims
beneficial ownership of all such shares.
(3) Includes 176,316 shares issuable upon the exercise of options as of May 11,
1999. Also, includes 7,500 shares held in the Louis Lange Family Trust. Dr.
Lange disclaims beneficial ownership of the shares held in the Louis Lange
Family Trust, except to the extent of his pecuniary interests therein.
(4) Includes 59,400 shares issuable upon the exercise of options as of May 11,
1999.
(5) Includes 37,214 shares issuable upon the exercise of options, 5,557 shares
of which would be subject to repurchase by the Company as of May 11, 1999,
if issued. Also includes 26,125 shares held in the Gutshall Family Trust
and 500 shares issuable upon the exercise of an outstanding warrant held in
the Gutshall Family Trust exercisable within 60 days of March 12, 1999.
(6) Includes 35,074 shares issuable upon the exercise of options, 2,557 shares
of which would be subject to repurchase by the Company as of May 11, 1999,
if issued. Also, includes 4,375 shares held in the Stein 1995 Revocable
Trust and 625 shares issuable upon the exercise of an outstanding warrant
held in the Stein 1995 Revocable Trust exercisable within 60 days of March
12, 1999.
(7) Includes 33,730 shares issuable upon the exercise of options, 2,557 shares
of which would be subject to repurchase by the Company as of May 11, 1999,
if issued.
(8) Includes 25,500 shares issuable upon the exercise of options, 2,557 shares
of which would be subject to repurchase by the Company as of May 11, 1999,
if issued.
(9) Includes 26,000 shares issuable upon the exercise of options, 2,557 shares
of which would be subject to repurchase by the Company as of May 11, 1999,
if issued.
(10) Includes 20,000 shares issuable upon the exercise of options, 8,334 shares
of which would be subject to repurchase by the Company as of May 11, 1999,
if issued.
(11) Includes 25,600 shares issuable upon the exercise of options, 5,250 shares
of which would be subject to repurchase by the Company as of May 11, 1999,
if issued.
(12) Includes 21,000 shares issuable upon the exercise of options as of May 11,
1999.
(13) Represents 13,300 shares issuable upon the exercise of options as of May
11, 1999.
(14) Includes 493,659 shares issuable upon the exercise of options and warrants
held by all directors and executive officers that are exercisable within
60 days of March 12, 1999, 29,369 shares of which would be subject to
repurchase by the Company as of May 11, 1999, if issued. See footnotes
(3)-(13).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, (the "1934
Act") requires the Company's directors and executive officers, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file with the Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent stockholders are
required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely upon a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with; except that 2
reports, covering an aggregate of 2 transactions, were filed late by Dr. Lange.
6
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS AND KEY EMPLOYEES
The names of the executive officers and key employees of the Company and
their ages as of March 12, 1999 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------------- --- ------------------------------------------------------------
<S> <C> <C>
Louis G. Lange, M.D., Ph.D................... 50 Chairman of the Board and Chief Executive Officer
Daniel K. Spiegelman......................... 40 Vice President, Chief Financial Officer
Brent K. Blackburn, Ph.D..................... 38 Vice President, Developmental Research
Richard M. Lawn, Ph.D........................ 51 Vice President, Discovery Research
Andrew A. Wolff, M.D......................... 43 Vice President, Clinical Research and Development
Cynthia L. Clark, Esq........................ 36 General Counsel
</TABLE>
- ------------------------
DANIEL K. SPIEGELMAN has served as Vice President, Chief Financial Officer
for the Company since January 1998. From July 1991 until January 1998, Mr.
Spiegelman was employed by Genentech, Inc., a biotechnology company, holding the
position of treasurer from December 1996 to January 1998, assistant treasurer
from July 1992 to December 1996, and treasury manager from July 1991 to July
1992. Mr. Spiegelman holds a B.A. in economics from Stanford University and an
M.B.A. from Stanford Graduate School of Business.
BRENT K. BLACKBURN, PH.D., has served as Vice President, Developmental
Research since October 1997. From September 1989 until September 1997, Dr.
Blackburn served in the Research Department at Genentech, Inc. From September
1993 to September 1997, Dr. Blackburn also served as the project team leader for
the oral GPII(b)III(a) antagonist project, a cardiovascular product, in the
Development Department at Genentech, Inc. Dr. Blackburn holds a Ph.D. in
chemistry from the University of Texas in Austin and a B.S. in chemistry from
Texas Christian University.
RICHARD M. LAWN, PH.D., has served as Vice President, Discovery Research for
the Company since October 1997. From August 1992 until October 1997, he served
on a part-time basis as Vice President, Molecular Cardiology for the Company.
From October 1990 to October 1998, Dr. Lawn also served as a Professor of
Medicine at Stanford University School of Medicine. From January 1980 until
October 1990, Dr. Lawn served as a senior scientist and later as a staff
scientist at Genentech, Inc. Dr. Lawn has been a pioneer in the cloning of genes
involved in coagulation and heart disease, including globin genes and genes for
anti-hemophilia factor VIII. He was a post-doctoral fellow at the California
Institute of Technology and received a Ph.D. in molecular, cellular and
developmental biology from the University of Colorado and a B.A. in astronomy
from Harvard College.
ANDREW A. WOLFF, M.D., has served as Vice President of Clinical Research and
Development for the Company since September 1996. From September 1994 to
September 1996, Dr. Wolff served as Vice President of Clinical Research for the
Company. From June 1993 until September 1994, Dr. Wolff served as the Executive
Director of Medical Research and New Molecules Clinical Programs Leader for
Syntex, a pharmaceutical and healthcare company. From July 1990 until June 1993,
Dr. Wolff served as the Director, Department for Cardiovascular Therapy for
Syntex. In addition, from August 1992 to February 1993, he served as the acting
Associate Director for Europe for the Institute for Cardiovascular and Central
Nervous System Clinical Research, Maidenhead, England. Since June 1988, Dr.
Wolff has also served as an Assistant Clinical Professor of Medicine in the
Cardiology Division of the University of California, San Francisco. He holds an
M.D. from the Washington University Medical School.
CYNTHIA L. CLARK, ESQ., has served as General Counsel for the Company since
October 1997. From December 1995 to September 1997, Ms. Clark served as a
consultant to start-up biotechnology companies and other technology companies,
including serving as President for Bell Atlantic Internet Solutions--
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<PAGE>
North, Inc., an Internet service provider, from June 1997 to April 1998. From
August 1994 to December 1995, Ms. Clark served as General Counsel to Univax
Biologics, Inc., a biotechnology company. From June 1992 to March 1994, Ms.
Clark served as Senior Corporate Counsel for Comprehensive Technologies
International, Inc., a government contracts and technology company. Ms. Clark
earned a B.A. in mathematics and government from Wesleyan University and a J.D.
from Washington College of Law, American University.
See "Election of Directors--Directors Continuing in Office Until the 2000
Annual Meeting" for a brief description of the education background and business
experience of Dr. Lange.
EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
The Company's directors receive $1,000 per meeting of the Board of Directors
attended. Directors may also be reimbursed for reasonable expenses in connection
with attendance at Board and committee meetings.
Each non-employee director of the Company receives stock option grants under
the Non-Employee Directors' Stock Option Plan (the "Directors' Plan"). On
September 23, 1996, the Board of Directors amended and restated, and on October
29, 1996, the stockholders approved, the amended and restated Directors' Plan.
On May 6, 1998, the Board of Directors further amended the Directors' Plan,
which amendment did not require stockholder approval, increasing the number of
shares to be granted annually to the non-employee directors of the Company
("Non-Employee Directors") from 5,000 shares to 7,500 shares. There are
currently 250,000 shares of Common Stock authorized for issuance under the
Directors' Plan.
The Directors' Plan provides for automatic grants of options to purchase
shares of Common Stock to Non-Employee Directors. Pursuant to the terms of the
Directors' Plan, each Non-Employee Director is automatically granted an option
to purchase shares of Common Stock. On September 8, 1996, each Non-Employee
Director was granted an option to purchase 5,000 shares. These options vest at
the rate of 1/36 per month. Upon the amendment and restatement of the Directors'
Plan in September 1996, each Non-Employee Director was granted an additional
option to purchase 15,000 shares. Each subsequently elected Non-Employee
Director has and will also be granted an option to purchase 15,000 shares at his
or her election. These options for 15,000 shares vest as to 33.33% of the shares
12 months from the date of grant, and at the rate of 1/36 per month thereafter,
if the Non-Employee Director provides services to the Company or its affiliates
through the applicable vesting date. In addition, at the Annual Meeting of the
Company's stockholders in 1998, each Non-Employee Director was granted an option
to purchase 5,000 shares, and at the Annual Meeting of the Company stockholders
in 1999, each Non-Employee Director will be granted an option to purchase 7,500
shares; both the 1998 and 1999 option grants will vest 12 months from the date
of grant if the Non-Employee Director provides services to the Company or its
affiliates through such date.
The exercise price of options granted under the Directors' Plan must equal
the fair market value of the Common Stock on the date of grant; provided,
however, that prior to the September 1996 amendment and restatement of the
Directors' Plan, the exercise price of options granted to any person possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or of any of its affiliates was 110% of the fair market value on the
date of grant. No option granted under the Directors' Plan may be exercised
after the expiration of ten years from date it was granted.
As of March 12, 1999, options to purchase approximately 174,500 shares of
Common Stock had been granted under the Directors' Plan, 13,582 shares of Common
Stock has been issued upon the exercise of options, options to purchase 11,918
shares of Common Stock were cancelled, options to purchase 149,000 shares of
Common Stock were outstanding and 87,418 shares remained available for future
grant.
8
<PAGE>
Upon certain changes in control of the Company, outstanding options will be
assumed or substituted by the surviving corporation. The Directors' Plan will
terminate in September 2006, unless earlier terminated by the Board.
Under the terms of a Separation and Consulting Agreement between the Company
and Thomas L. Gutshall, the Company accepted Mr. Gutshall's resignation as
President and Chief Operating Officer effective September 2, 1996 and Mr.
Gutshall agreed to continue to serve as a member of the Company's Board of
Directors and to serve as a consultant to the Company through December 31, 1998.
Pursuant to this agreement, Mr. Gutshall received $38,500 and $42,000 as
compensation for his consulting services in the fiscal years ended December 31,
1998 and December 31, 1997, respectively.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for the fiscal years ended December 31, 1996,
1997 and 1998 certain compensation awarded or paid to, or earned by, the Named
Executive Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------- SECURITIES ALL OTHER
OTHER ANNUAL UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS (#) ($)
- ---------------------------------------- --------- ------------ ------------ ---------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Louis G. Lange, M.D., Ph.D.............. 1996 250,000 25,000(1) 94,242(2) 65,000 --
Chairman of the Board and 1997 257,500 50,900(3) 115,913(4) 30,000 --
Chief Executive Officer 1998 277,917 50,000(5) 40,000(6) 100,000
Andrew W. Wolff, M.D.................... 1996 184,000 10,000(7) -- 22,500 --
Vice President, Clinical 1997 196,000 30,000(8) -- 15,000 --
Research and Development 1998 215,000 20,000(9) -- 50,000 --
Richard M. Lawn, Ph.D................... 1997 85,923 10) 38,333 11) -- 25,000 --
Vice President, 1998 183,750 15,000 12) -- 30,000
Discovery Research
Daniel K. Spiegelman ................... 1998 181,266 53,500 13) -- 75,000 --
Chief Financial Officer
Cynthia L. Clark, Esq................... 1997 41,250 14) 12,500 15) -- 35,000 3,818(16)
General Counsel 1998 167,250 2,500 17) -- -- --
</TABLE>
- ------------------------
(1) Represents the dollar value of shares awarded in 1997 based upon Dr.
Lange's performance in 1996. The dollar value was calculated by multiplying
the market value on the day prior to the date of grant ($8.50) by the
number of shares awarded.
(2) Consists of $92,880 forgiven on loan obligations and $1,362 paid to satisfy
related tax obligations. See "Certain Transactions."
(3) Paid in 1998 based upon Dr. Lange's performance in 1997.
(4) Consists of $50,000 of mortgage assistance and $65,913 paid to satisfy tax
obligations.
(5) Paid in 1999 based upon Dr. Lange's performance in 1998.
(6) Represents mortgage assistance.
(7) Represents the dollar value of shares awarded in 1997 based upon Dr.
Wolff's performance in 1996. See footnote (1) for calculation of stock
award.
9
<PAGE>
(8) Paid in 1998 based upon Dr. Wolff's performance in 1997.
(9) Paid in 1999 based upon Dr. Wolff's performance in 1998.
(10) Dr. Lawn commenced employment with the Company in October 1997.
(11) Consists of $25,000 sign-on bonus and $13,333 paid in 1998 based upon Dr.
Lawn's performance in 1997.
(12) Paid in 1999 based upon Dr. Lawn's performance in 1998.
(13) Consists of $25,000 paid in 1999 based upon Mr. Spiegelman's performance
in 1998, a $15,000 sign-on bonus and the dollar value of shares awarded in
1998 upon Mr. Spiegelman's hiring. The dollar value was calculated by
multiplying the market value on the day prior to date of grant ($9.00) by
the number of shares awarded.
(14) Ms. Clark commenced employment with the Company in October 1997.
(15) Consists of $10,000 sign-on bonus and $2,500 paid in 1998 based upon Ms.
Clark's performance in 1997.
(16) Represents relocation expense.
(17) Paid in 1999 based upon Ms. Clark's performance in 1998.
OPTION GRANTS IN LAST FISCAL YEAR
The Company grants options to its executive officers under the 1992 Stock
Option Plan (the "1992 Plan") and its 1994 Equity Incentive Plan (the "Incentive
Plan") (collectively, the "Plans"). As of March 12, 1999, options to purchase
1,282,736 shares were outstanding under the Plans and options to purchase
485,921 shares remained available for grant. The following table sets forth each
grant of stock options made during the fiscal year ended December 31, 1998 to
each of the Named Executive Officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
----------------------------
<S> <C> <C> <C> <C> <C> <C>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENTAGE OF ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OPTION TERM (4)
OPTIONS FISCAL YEAR PRICE EXPIRATION ---------------------
NAME GRANTED (#) (%)(2) ($/SH)(3) DATE 5% ($) 10% ($)
- ----------------------------------------- ----------- --------------- ----------- ----------- --------- ----------
Louis G. Lange, M.D., Ph.D............... 100,000(5) 18.8% 9.375 04/22/08 589,589 1,494,134
Andrew A. Wolff, M.D..................... 50,000(5) 9.4 9.375 04/22/08 294,794 747,067
Richard M. Lawn, Ph.D.................... 30,000(5) 5.6 9.375 04/22/08 176,877 448,240
Daniel K. Spiegelman..................... 50,000(5) 9.4 9.00 01/05/08 283,003 717,184
25,000(5) 4.7 9.375 04/22/08 147,397 373,533
Cynthia L. Clark, Esq.................... -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Each grant listed in this table was granted under the Incentive Plan,
however, the Company has, in the past, also granted options to its executive
officers under the 1992 Plan. The terms of a stock option granted under the
Plans generally may not exceed 10 years. Options granted pursuant to the
Plans become exercisable at a rate specified in the option agreement.
Options may include provisions allowing exercise of any part or all of the
options prior to full vesting. Any unvested shares so purchased shall be
subject to a repurchase right in favor of the Company or to any other
restriction the Board determines to be appropriate. The exercise price of
options granted under the Plans is determined by the Board of Directors;
provided, that, in the case of an incentive stock option, the exercise price
cannot be less than 100% of the fair market value of the Common Stock on the
date of
10
<PAGE>
grant, and in the case of nonstatutory stock option, the exercise price
cannot be less than 85% of the fair market value of the Common Stock on the
date of grant. Upon certain changes in control of the Company, not subject
to Board approval, outstanding options shall be fully vested and shall be
assumed, substituted or continued by the surviving corporation or parent
thereof. In the event the surviving corporation or its parent refuses to
assume, substitute or continue such option, then such options shall be
terminated if not exercised prior to the change of control.
(2) Based on an aggregate of options to purchase 533,000 shares of the Company's
Common Stock granted to employees and directors of, and consultants to, the
Company during the fiscal year ended December 31, 1998, including the Named
Executive Officers.
(3) The exercise price per share of each option was equal to the fair market
value of the Common Stock on the date of grant as determined by the Board of
Directors.
(4) The potential realizable value is calculated based on the term of the option
at its time of grant (ten years). It is calculated assuming that the market
price of the Company's Common Stock on the date of grant appreciates from
the date of grant at the indicated annual rate compounded annually for the
entire term of the option and the option is exercised and sold on the last
day of its term for the appreciated stock price. No gain to the optionee is
possible unless the stock price increases over the option term.
(5) Twenty percent (20%) of the option vests one year from the vesting
commencement date, with subsequent vesting at a rate of 1.66% per month for
the next twenty-four (24) months and 3.33% per month for the remaining
twelve (12) months. The option expires ten years from the date of grant or
earlier upon termination of employment.
AGGREGATE OPTION EXERCISES IN FISCAL 1998 AND DECEMBER 31, 1998 OPTION VALUES
The following table sets forth the number and value of securities underlying
unexercised options held by each of the Named Executive Officers at December 31,
1998.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED VALUE DECEMBER 31, 1998 DECEMBER 31, 1998
ON REALIZED VESTED/UNVESTED VESTED/UNVESTED ($)
NAME EXERCISE (#) ($) (1) (2) (3)
- ---------------------------------------------- ------------- --------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Louis G. Lange, M.D., Ph.D.................... 12,500 $ 57,750 141,433/165,017 317,673/105,788
Andrew W. Wolff, M.D.......................... -- -- 43,375/74,125 83,419/34,706
Richard M. Lawn............................... -- -- 30,391/55,109 69,855/15,770
Daniel K. Spiegelman.......................... -- -- 0/75,000 0/0
Cynthia L. Clark, Esq......................... -- -- 9,800/25,200 0/0
</TABLE>
- ------------------------
(1) Value realized is based on the fair market value of the Company's Common
Stock on the date of exercise minus the exercise price (or the actual sales
price if the shares were sold by the optionee simultaneously with the
exercise) without taking into account any taxes that may be payable in
connection with the transaction.
(2) Reflects shares vested and unvested at December 31, 1998. Certain options
granted under the Incentive Plan are immediately exercisable, but are
subject to the Company's right to repurchase unvested shares on termination
of employment.
(3) Based on the fair market value of the Company's Common Stock at December 31,
1998 ($4.75) minus the exercise price of the options.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION(1)
The Compensation Committee (the "Committee") of the Board of Directors
reviews and recommends to the Board of Directors for approval the Company's
executive compensation policies. During the year ended December 31, 1998 and
until May 6, 1998, the Committee consisted of directors Samuel D. Colella, Costa
G. Sevastopoulos, Ph.D. and J. Leighton Read, M.D., all of whom are non-employee
directors. After May 6, 1998, the Committee consisted of David P. Holveck and
Drs. Read and Sevastopoulos, all of whom are non-employee directors. The
Committee annually evaluates the performance, and determines the compensation,
of the Company's Chief Executive Officer and the other executive officers based
upon a combination of several factors: of the achievement of corporate goals,
individual performance and comparisons with other biotechnology and
biopharmaceutical companies. The following is the report of the Committee
describing the compensation policies and rationales applicable to the Company's
executive officers with regard to the compensation payable to such executive
officers for the fiscal year ended December 31, 1998.
COMPENSATION PHILOSOPHY
The goals of the Company's compensation policies are to attract and retain
the highest quality executives, reward them for achieving the Company's goals
and objectives, and to motivate them to contribute to the long-term success and
value of the Company for stockholders. Compensation for the Company's executive
officers consists of a base salary and potential bonus, as well as potential
incentive compensation through stock options and stock ownership. The Company
awarded cash and stock bonuses pursuant to a formal incentive bonus plan as set
forth below. The Committee considers the total current and potential long-term
compensation of each executive officer in establishing each element of
compensation.
BASE SALARY
The base salary component is designed to compensate executive officers
competitively at levels necessary to attract and retain qualified executives in
the pharmaceutical and biotechnology industry. The base salary for each officer
is set on the basis of personal performance, the salary levels in effect for
comparable positions within the Company's principal competitors, in accordance
with published biopharmaceutical and biotechnology compensation survey
information, and other internal considerations. Based on such surveys, the
executive officers' salaries are set in the mid-range compared with other
biotechnology and biopharmaceutical companies. As a general matter, the base
salary for each executive officer is initially established through negotiation
at the time the officer is hired, taking into account such officer's
qualifications, experience, prior salary, and competitive salary information.
Year-to-year adjustments to each executive officer's base salary are based upon
personal performance for the year and changes in the general level of base
salaries of persons in comparable positions within the industry.
BONUSES
All regular employees (including executive officers) of the Company were
eligible to receive cash bonuses in 1999 based upon achievement of individual
and corporate goals in 1998. The amounts of such bonuses for executive officers
other than the Chief Executive Officer were based upon the recommendation of the
Chief Executive Officer, subject to review and approval of the Compensation
Committee and the Board of Directors. The amounts of such bonuses for the Chief
Executive Officer were determined by
- ------------------------
(1) The material in this report is not "soliciting material," is not deemed
"filed" with the Commission, and is not to be incorporated by reference into
any filing of the Company under the Securities Act of 1933, as amended (the
"1933 Act") or the 1934 Act, whether made before or after the date hereof
and irrespective of any general incorporation language contained in such
filing.
12
<PAGE>
the Compensation Committee subject to the review and approval of the Board of
Directors. The Company makes determinations with respect to bonuses based upon a
subjective assessment of a variety of factors, both personal and corporate.
These factors include, in order of importance, the progress of the Company in
fulfilling its yearly performance objectives and the individual performance of
each executive officer and a comparison with other biotechnology and
biopharmaceutical companies. The Company's key goals in 1998 included advancing
the Company's lead products through development and clinical testing within the
budget established by the Board of Directors, recruiting high quality management
team, planning and entering into appropriate collaborative arrangements with
pharmaceutical and biotechnology companies relating to the development of
additional products and securing additional capital to enable the Company to
fund operations through 1999. In December 1998, the Company reviewed the
corporate goals and determined that 50% of the 1998 goals had been achieved.
LONG-TERM INCENTIVES
The Committee provides the Company's executive officers with long-term
incentive compensation through grants of stock options under the Company's 1994
Equity Incentive Plan. The Committee believes that stock options provide the
Company's executive officers with the opportunity to purchase and maintain an
equity interest in the Company and to share in the appreciation of the value of
the Company's Common Stock. The Committee believes that stock options directly
motivate executives to maximize long-term stockholder value. The options also
utilize vesting periods (generally four years) that encourage key executives to
continue in the employ of the Company. All options granted to executive officers
to date have been granted at the fair market value of the Company's Common Stock
on the date of grant. The Committee considers the grant of each option
subjectively, considering factors such as the progress of the Company in
fulfilling its yearly performance objectives, individual performance of the
executive officer and the past and anticipated future contribution of the
executive officer to the attainment of the Company's long-term strategic
performance goals. Long-term incentives granted in prior years, including the
number of unvested options, are also taken into consideration. Consistent with
these policies, the Committee granted options to purchase 280,000 shares of
Common Stock to five Executive Officers during 1998.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation of the Chief Executive Officer is reviewed annually on the
same basis as discussed above for all executive officers. In 1998, Louis G.
Lange received a base salary of $277,917. Dr. Lange's salary was determined on
the basis of negotiations between the Board of Directors and Dr. Lange with due
regard for his qualifications, experience, prior salary, and competitive salary
information. Dr. Lange's base salary for 1998 was established in part by
comparing the base salaries of chief executive officers at other biotechnology
and pharmaceutical companies of similar size. In awarding stock options, the
Committee considered Dr. Lange's performance, the overall contribution to the
Company and the Company's achievement of its performance objectives, the number
of unvested options and total number of options to be granted. In 1998, Dr Lange
received an option to purchase 100,000 shares of Common Stock. In addition, Dr.
Lange received a cash bonus of $50,000 in 1999 which was paid for his
performance during 1998. As with other executive officers, total compensation
was based, in part, on the Company's accomplishments and Dr. Lange's
contribution thereto, including continuation of the Phase III clinical program
for ranolazine, selecting a commercialization strategy for ranolazine,
publishing the Phase II results for ranolazine, completing the Phase II GFR
study for Adentri and receiving the PAS milestone loan from Biogen related
thereto, initiating the Phase II diuretic comparator trial, filing the IND for
CVT-510, obtaining a U.S. patent for CVT-510, and initiating the Phase I trial
for CVT-510, identifying additional clinical candidates, and completing a
financing.
13
<PAGE>
SECTION 162(m)
The Board has considered the potential effect of Section 162(m) of the
Internal Revenue Code of 1996, as amended, on compensation paid to the Company's
executive officers. Section 162(m) disallows a tax deduction for any
publicly-held corporation for individual compensation exceeding $1.0 million in
any taxable year for each of the executive officers named in the proxy
statement. Compensation above $1 million may be deducted if it is
"performance-based compensation." The Committee has determined that, where
practical, stock options granted under the Company's 1994 Equity Incentive Plan
with an exercise price of at least equal to the fair market value of the
Company's Common Stock on the date of grant shall be treated as
"performance-based compensation;" provided, however, that options to purchase
Common Stock granted to certain executive officers in 1997 may not be eligible
for such treatment.
From the 1998 members of the Compensation Committee of CV Therapeutics, Inc.
David P. Holveck
Costa G. Sevastopoulos, Ph.D.
J. Leighton Read, M.D.
PERFORMANCE MEASUREMENT COMPARISON(2)
The following graph shows the total stockholder return of an investment of
$100 in cash since the Company's initial public offering of Common Stock on
November 19, 1996 through December 31, 1998 for (i) the Company's Common Stock,
(ii) the Nasdaq Stock Market (U.S.) Index ("Nasdaq") and (iii)) the Hambrecht &
Quist Biotechnology Index ("H&Q Biotechnology"). All values assume reinvestment
of the full amount of all dividends, although dividends have not been declared
on the Company's Common Stock.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CV THERAPEUTICS, INC. NASDAQ STOCK MARKET (U.S.) HAMBRECHT & QUIST BIOTECHNOLOGY
<S> <C> <C> <C>
11/19/96 $100 $100 $100
12/31/96 $87 $106 $98
12/31/97 $126 $130 $99
12/31/98 $64 $183 $151
</TABLE>
- ------------------------
(2) This section is not "soliciting material," is not deemed "filed" with the
Commission and is not to be incorporated by reference in any filing of the
Company under the 1933 Act or the 1934 Act whether made before or after the
date hereof and irrespective of any general incorporation language in any
such filing.
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LOANS
The Company has provided Louis G. Lange, M.D., Ph.D., Chairman of the Board
of Directors and Chief Executive Officer, with several loans. In August 1992,
the Company provided a loan in the principal amount of $500,000 at an annual
interest rate of 7.0%, pursuant to a promissory note secured by a deed of trust
on Dr. Lange's residence (the "1992 Note"). In June 1993, the Company provided a
loan in the principal amount of $25,000, at an annual interest rate of 5.33%,
pursuant to a promissory note secured by a stock pledge of 2,500 shares of
Common Stock held by Dr. Lange (the "1993 Note"). In June 1995, in connection
with the exercise of an option to purchase Common Stock, the Company provided a
loan in the principal amount of $37,500, at an annual interest rate of 7.31%,
pursuant to a promissory note secured by a pledge of 15,000 shares of Common
Stock held by Dr. Lange (the "1995 Note"). In August 1996, the Company provided
a loan to Dr. Lange in the principal amount of $25,000, at an annual interest
rate of 6.84%, pursuant to a promissory note secured by a pledge of 2,500 shares
of Common Stock held by Dr. Lange (the "1996 Note").
In September 1996, the Company amended all four notes. Under the terms of
each amended note, the loans bear interest at the rate of 6.53% compounded
semi-annually and the outstanding principal amount is due on the earliest of
December 31, 2001, the termination of employment or a change in control. At the
same time, the Company forgave all interest due on the four loans as of December
31, 1995 ($92,880). In addition, the Company will pay Dr. Lange the following
amounts for mortgage assistance: $50,000 in 1997, $40,000 in 1998, $30,000 in
1999, $20,000 in 2000 and $10,000 in 2001. The forgiveness of the accrued
interest on the notes to Dr. Lange was accounted for as compensation expense in
the period in which the interest was deemed to have been forgiven.
The largest aggregate principal amount outstanding on the four notes in 1998
was $437,500. Under the terms of an Amended and Restated Stock Pledge Agreement,
the 1993 Note, 1995 Note and 1996 Note are secured by a stock pledge of 13,750
shares of Common Stock held by Dr. Lange. As of March 12, 1999, an aggregate
principal amount of $437,500 remained outstanding on the four notes.
In November 1998 the Board approved and in January 1999 the Company made a
loan to Daniel K. Spiegelman who has served as the Chief Financial Officer of
the Company since January 1998, in the principal amount of $50,000, at an annual
interest rate of 4.64%, pursuant to a promissory note secured by a deed of trust
on Mr. Spiegelman's residence. The outstanding principal amount is due on the
earliest of December 31, 2003, the termination of employment or a change of
control. At the same time, the Company will annually forgive 20% of the
principal.
In November 1998 the Board approved and in December 1998 the Company made a
loan to Brent K. Blackburn, Ph.D., who has served as the Vice President,
Developmental Research of the Company since October 1997, in the principal
amount of $40,000, at an annual interest rate of 4.64%, pursuant to a promissory
note secured by a deed of trust on Dr. Blackburn's residence. The outstanding
principal amount is due on the earliest of December 31, 2003, the termination of
employment or a change of control. At the same time, the Company will annually
forgive 20% of the principal.
In November 1998 the Board approved and the Company made a loan to Cynthia
L. Clark, Esq., who has served as General Counsel of the Company since October
1997, in the principal amount of $10,000, at an annual interest rate of 4.64%,
pursuant to a promissory note. The outstanding amount is due on the earliest of
November 1, 2003, the termination of employment or change of control. There is
no principal due in the first year.
15
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
[LOGO]
Alan C. Mendelson
Secretary
March 30, 1999
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 IS AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO: DAN SPIEGELMAN, CV THERAPEUTICS, INC.
3172 PORTER DRIVE, PALO ALTO, CA 94304.
16
<PAGE>
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of directors, whether by / / Vote FOR / / Vote WITHHELD
cumulative voting or otherwise, to hold all nominees from all nominees
office until the 2002 Annual Meeting of
Shareholders and until their successors are
elected
01 David P. Holveck 02 Barbara J. McNeil, M.D., Ph.D.
03 J. Leighton Reid M.D.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR --------------------------
ANY INDICATED NOMINEE, WRITE THE NUMBER(S) OF THE
NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) --------------------------
2. Ratification of the selection of / / For / / Against / / Abstain
Ernst & Young LLP as independent auditors
for the fiscal year ending December 31, 1999
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box / /
Indicate changes below: Date ________________________________
------------------------------------------
------------------------------------------
Signature(s) in Box
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON PROXY. IF HELD IN YOUR TENANCY,
ALL PERSONS MUST SIGN. TRUSTEES, ADMINISTRATORS, ETC., SHOULD INCLUDE TITLE
AND AUTHORITY. CORPORATIONS SHOULD PROVIDE FULL NAME OR CORPORATION AND TITLE
OF AUTHORIZED OFFICER SIGNING THE PROXY.
<PAGE>
CV THERAPEUTICS, INC.
3172 PORTER DRIVE, PALO ALTO, CA 94304 PROXY
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL
MEETING ON MAY 11, 1999.
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify below.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
By signing the proxy, you revoke all prior proxies and appoint Louis G.
Lange, M.D., Ph.D. and Daniel K. Spiegelman, and each of them, with full
power of substitution, to vote your shares on the matters shown on the
reverse side and any other matters which may come before the Annual Meeting
and all adjournments. LogoSee reverse for voting instructions
SEE REVERSE SIDE FOR SIGNING INSTRUCTIONS
